Common use of Recovery of Erroneous Payments Clause in Contracts

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser or Purchaser Agent (the “Credit Party”), whether or not in respect of an Obligation due and owing by the Seller at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount. (b) With respect to any payment that the Administrative Agent makes for the account of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest error.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser Lender or Purchaser Agent any Issuing Bank (the “Credit Lending Party”), whether or not in respect of an Obligation due and owing by the Seller Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Lending Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Lending Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Lending Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Lender Party promptly upon determining that any payment made to such Credit Lender Party comprised, in whole or in part, a Rescindable Amount. . Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Party shall have any obligation or liabilities for any actions, consequences or remediation (b) With respect to any payment that including the Administrative Agent makes for the account repayment of any Credit Party hereunder as to which the Administrative Agent determines amounts) contemplated by this Section 8.14 or Section 2.18(d) (which determination shall be conclusive absent manifest error) that including any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); provided that under no circumstances shall this Section 8.14 or (3Section 2.18(d) affect the Administrative Agent has for obligations or liabilities of any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent Loan Party with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest errorObligations that remain outstanding.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Participation Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser or Purchaser Agent (the “Credit Party”)Participant, whether or not in respect of an Obligation due and owing by the Seller Lessee at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party Participant receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party Participant in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a an overnight rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party Participant irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party Participant promptly upon determining that any payment made to such Credit Party Participant comprised, in whole or in part, a Rescindable Amount. (b) With . A notice of the Administrative Agent to any Participant with respect to any amount owing under this Section 16.11 shall be conclusive, absent manifest error. As used herein, “Rescindable Amount” means any payment that the Administrative Agent makes for the account of any Credit Party of the Participants hereunder or under any of the other Operative Documents as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) applies: (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest error.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Transaction Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser or Purchaser Agent (the “Credit Party”)Participant, whether or not in respect of an Obligation due and owing by the Seller Lessee at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party Participant receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party Participant in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party Participant irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party Participant promptly upon determining that any payment made to such Credit Party Participant comprised, in whole or in part, a Rescindable Amount. (b) With . A notice of the Administrative Agent to any Participant with respect to any amount owing under this Section 16.10 shall be conclusive, absent manifest error. As used herein, “Rescindable Amount” means any payment that the Administrative Agent makes for the account of any Credit Party the Participants hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) applies: (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest error.

Recovery of Erroneous Payments. (a) Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Purchaser Lenders or Purchaser Agent L/C Issuers (the “Credit Party”or their applicable Affiliates), whether or not in respect of an a Secured Obligation due and owing by the Seller any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party Lender and each L/C Issuer (or their applicable Affiliates), irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) ), “good consideration”, “change of position” or similar defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party Lender or L/C Issuer (or their applicable Affiliates) that received a Rescindable Amount promptly upon determining that any payment made to such Credit Party Person comprised, in whole or in part, a Rescindable Amount. (b) With respect to any payment that . Each Person’s obligations, agreements and waivers under this Section shall survive the Administrative Agent makes for the account of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether resignation or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice replacement of the Administrative Agent to Agent, any Purchaser transfer of rights or Purchaser Agent with respect to obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any amount owing portion thereof) under this Section 11.13 any Loan Document. 1.12. Exhibit F (Compliance Certificate) of the Existing Credit Agreement shall be conclusive, absent manifest erroramended and restated in its entirety to read as set forth on Annex I attached hereto and made a part hereof.

Recovery of Erroneous Payments. (a) Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Purchaser Lender, the Letter of Credit Issuer or Purchaser Agent (the “Credit any other Secured Party”), whether or not in respect of an Obligation due and owing by the Seller any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, the Letter of Credit Issuer and each other Secured Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) ), “good consideration”, “change of position” or similar defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, the Letter of Credit Issuer and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Credit Party Person comprised, in whole or in part, a Rescindable Amount. (b) With respect to any payment that . Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the Administrative Agent makes for the account of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether resignation or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice replacement of the Administrative Agent to Agent, any Purchaser transfer of rights or Purchaser Agent with respect to obligations by, or the replacement of, a Lender or the Letter of Credit Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any amount owing portion thereof) under this Section 11.13 shall be conclusive, absent manifest errorany Loan Document.

Recovery of Erroneous Payments. (a) Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Purchaser Lenders or Purchaser Agent L/C Issuers (the “Credit Party”or their applicable Affiliates), whether or not in respect of an a Secured Obligation due and owing by the Seller any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party Lender and each L/C Issuer (or their applicable Affiliates), irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) ), “good consideration”, “change of position” or similar defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party Lender or L/C Issuer (or their applicable Affiliates) that received a Rescindable Amount promptly upon determining that any payment made to such Credit Party Person comprised, in whole or in part, a Rescindable Amount. (b) With respect to any payment that . Each Person’s obligations, agreements and waivers under this Section shall survive the Administrative Agent makes for the account of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether resignation or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice replacement of the Administrative Agent to Agent, any Purchaser transfer of rights or Purchaser Agent with respect to obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any amount owing portion thereof) under this Section 11.13 shall be conclusive, absent manifest errorany Loan Document.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser Lender or Purchaser Agent the L/C Issuer (the “Credit Party”), whether or not in respect of an Obligation any of the Secured Obligations due and owing by the Seller Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative CHAR1\1766253v2 Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount. (bh) With respect to any payment that the Administrative Agent makes for the account of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any In Section 11.04 of the following applies Credit Agreement, clause (such payment referred b)(i) is hereby amended to read as the “Rescindable Amount”) follows: (1i) the Seller has not execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in fact made such payment; (2) the Administrative Agent has made a payment in excess form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the amount so paid by transactions contemplated hereby or thereby, or, in the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (i) Section 11.18 of the Credit Agreement is hereby amended to any Purchaser or Purchaser Agent with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest error.read as follows:

Recovery of Erroneous Payments. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (awhich determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (i) the Borrower has not in fact made such payment; (ii) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (iii) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser or Purchaser Agent Lender (the “Credit Party”), whether or not in respect of an Obligation due and owing by the Seller Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount. (b) With respect to any payment that the Administrative Agent makes for the account of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent Lender with respect to any amount owing under this Section 11.13 paragraph shall be conclusive, absent manifest error.

Recovery of Erroneous Payments. (a) Without limitation of any other provision Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent makes determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Purchaser Lender, the Letter of Credit Issuer or Purchaser Agent (the “Credit any other Secured Party”), whether or not in respect of an Obligation due and owing by the Seller any Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender, the Letter of Credit Issuer and each other Secured Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) ), “good consideration”, “change of position” or similar defense defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender, the Letter of Credit Issuer and each other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Credit Party Person comprised, in whole or in part, a Rescindable Amount. (b) With respect to any payment that . Each Person’s obligations, agreements and waivers under this Section 10.14 shall survive the Administrative Agent makes for the account of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether resignation or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice replacement of the Administrative Agent to Agent, any Purchaser transfer of rights or Purchaser Agent with respect to obligations by, or the replacement of, a Lender or the Letter of Credit Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any amount owing portion thereof) under this Section 11.13 shall be conclusive, absent manifest error.any Loan Document. [Key Tronic] Credit Agreement #510968250

Recovery of Erroneous Payments. (a) CHAR1\1935368v3 Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser or Purchaser Agent (the “Credit Lender Recipient Party”), whether or not in respect of an Obligation due and owing by the Seller Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Lender Recipient Party promptly upon determining that any payment made to such Credit Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. (bh) With Section 11.10(a) of the Credit Agreement is hereby amended to read as follows: (a) This Agreement, the other Loan Documents, and any separate letter agreements with respect to any payment that fees payable to the Administrative Agent makes for or the account of L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any Credit Party hereunder and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as to which provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) and when the Administrative Agent has made a payment in excess shall have received counterparts hereof that, when taken together, bear the signatures of each of the amount so paid by other parties hereto, and thereafter shall be binding upon and inure to the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice benefit of the Administrative Agent parties hereto and their respective successor and assigns. (i) Section 11.17 of the Credit Agreement is hereby amended to any Purchaser or Purchaser Agent with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest error.read as follows:

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser or Purchaser Agent (the “Credit Party”)Lender, whether or not in respect of an Obligation due and owing by the Seller Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party Lender in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party Lender promptly upon determining that any payment made to such Credit Party Lender comprised, in whole or in part, a Rescindable Amount. (b) With respect to . For the purpose of the foregoing, “Rescindable Amount” shall mean any payment that the Administrative Agent makes for the account of any Credit Party Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”) applies: (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest error.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser or Purchaser Agent of the Lenders (the each, a “Credit Lender Recipient Party”), whether or not in respect of an Obligation due and owing by the Seller Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand Agent, within one Business Day of demand, the Rescindable Amount received by such Credit Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Lender Recipient Party promptly upon determining that any payment made to such Credit Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. (b) With . Notwithstanding anything herein to the contrary, nothing in this Section 8.13 shall be interpreted to accelerate the due date for, or increase the amount of, or have the effect of accelerating the due date for, or increasing the amount of, the Obligations of the Loan Parties relative to the timing for payment of the Obligations that would have been payable had such Rescindable Amount not been made by the Administrative Agent. Notwithstanding the foregoing, this Section 8.13 shall not apply to the extent any such Rescindable Amount is, and solely with respect to any payment the amount of such Rescindable Amount that is, comprised of funds received by the Administrative Agent makes from or on behalf of the Borrower or any other Loan Party for the account purpose of any Credit Party hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (making such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such erroneous payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest error.

Recovery of Erroneous Payments. (a) Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Purchaser Lender or Purchaser Agent any Issuing Bank (the “Credit Lending Party”), whether or not in respect of an Obligation due and owing by the Seller Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Lending Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Lending Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Lending Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit LenderLending Party promptly upon determining that any payment made to such Credit LenderLending Party comprised, in whole or in part, a Rescindable Amount. . Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Party shall have any obligation or liabilities for any actions, consequences or remediation (b) With respect to any payment that including the Administrative Agent makes for the account repayment of any Credit Party hereunder as to which the Administrative Agent determines amounts) contemplated by this Section 8.14 or Section 2.18(d) (which determination shall be conclusive absent manifest error) that including any of the following applies (such payment referred to as the “Rescindable Amount”) : (1) the Seller has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Seller (whether or not then owed); provided that under no circumstances shall this Section 8.14 or (3Section 2.18(d) affect the Administrative Agent has for obligations or liabilities of any reason otherwise erroneously made such payment. A notice of the Administrative Agent to any Purchaser or Purchaser Agent Loan Party with respect to any amount owing under this Section 11.13 shall be conclusive, absent manifest errorObligations that remain outstanding.